PotlatchDeltic (PCH) VP reports equity converted to Rayonier in merger

Rhea-AI Filing Summary

PotlatchDeltic VP and General Counsel Michele Tyler reported automatic equity conversions tied to the company’s merger with Rayonier Inc. On 01/29/2026, she received a performance share award covering 34,323.679 shares at a stated price of $0. On 01/30/2026, that performance award and 47,243.763 shares of PotlatchDeltic common stock were disposed of at $0 per share, leaving her with no remaining PotlatchDeltic holdings.

Under the merger terms, each PotlatchDeltic common share converted into 1.8185 Rayonier common shares plus $0.61 in cash, plus any fractional share consideration. Outstanding restricted stock units and performance share awards similarly converted into Rayonier restricted stock unit awards based on an equity award exchange ratio and existing plan terms.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tyler Michele

(Last) (First) (Middle)

601 W. FIRST AVENUE

SUITE 1600

(Street)

SPOKANE WA 99201

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
POTLATCHDELTIC CORP [ PCH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, General Counsel & Corp Sec

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/30/2026		D		47,243.763	D	(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Award	(3)	01/29/2026		A		34,323.679		(3)	(3)	Common Stock	34,323.679	$0	34,323.679	D
Performance Share Award	(3)	01/30/2026		D			34,323.679	(3)	(3)	Common Stock	34,323.679	(3)	0	D

Explanation of Responses:

1. In connection with the terms of an Agreement and Plan of Merger, dated October 13, 2025 (as it may be amended from time to time, the "Merger Agreement"), by and among the Issuer, Rayonier Inc. ("Rayonier"), and Redwood Merger Sub, LLC, a direct, wholly owned subsidiary of Rayonier ("Merger Sub"), the Issuer merged with and into Merger Sub, with Merger Sub surviving as a direct, wholly owned subsidiary of Rayonier (the "Effective Time"). At the Effective Time, each outstanding share of Common Stock was automatically converted into the right to receive (i) 1.8185 Rayonier common shares and (ii) $0.61 in cash, without interest, plus any fractional share consideration.

2. At the Effective Time, each outstanding restricted stock unit converted into a Rayonier restricted stock unit award (each, a "Rayonier RSU award"), taking into account any dividend equivalents, based on the equity award exchange ratio, as defined in the Merger Agreement, rounded to the nearest whole number of shares. Each such Rayonier RSU award will be subject to the terms of any applicable Issuer equity plan and Issuer restricted stock unit agreement in effect immediately prior to the Effective Time (including any double-trigger vesting acceleration entitlements).

3. At the Effective Time, each performance share award converted into a Rayonier RSU award based on the shares of Common Stock underlying the performance share award determined by deeming any applicable performance-based criteria achieved based on the greater of the Issuer's target performance or actual performance, as calculated on the latest practicable date prior to the Effective Time, taking into account any dividend equivalents, multiplied by the equity award exchange ratio, rounded to the nearest whole number of shares. Each such Rayonier RSU award will be subject to the terms of any applicable Issuer equity plan and Issuer performance share award agreement in effect immediately prior to the Effective Time (including any double-trigger vesting acceleration entitlements and excluding any vesting terms related to the satisfaction of performance criteria).

	/s/ Michele L. Tyler, Attorney-in-Fact	02/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Michele Tyler report for PotlatchDeltic (PCH)?

Michele Tyler reported automatic equity conversions tied to the Rayonier merger. She received 34,323.679 performance share units on 01/29/2026, then on 01/30/2026 those units and 47,243.763 PotlatchDeltic common shares were disposed of at $0 per share, ending her PotlatchDeltic holdings.

How were PotlatchDeltic (PCH) common shares converted in the Rayonier merger?

Each PotlatchDeltic common share converted into 1.8185 Rayonier common shares plus $0.61 in cash at the merger’s effective time. Holders also received any applicable fractional share consideration, replacing their former PotlatchDeltic ownership with Rayonier equity and a small cash component.

What happened to PotlatchDeltic (PCH) restricted stock units in the merger?

Each outstanding PotlatchDeltic restricted stock unit converted into a Rayonier restricted stock unit award at the effective time. The conversion used an equity award exchange ratio and preserved existing equity plan and award agreement terms, including any double-trigger vesting acceleration entitlements already in place.

How were PotlatchDeltic (PCH) performance share awards treated in the merger?

Each performance share award converted into a Rayonier restricted stock unit award using shares underlying the award. Performance criteria were deemed achieved at the greater of target or actual performance, then multiplied by the equity award exchange ratio, with vesting terms linked to service but excluding performance-based vesting conditions.

What is Michele Tyler’s PotlatchDeltic (PCH) ownership after these transactions?

After the reported transactions on 01/30/2026, Michele Tyler shows zero PotlatchDeltic common shares and zero performance share awards. Her holdings shifted under the merger structure, with former PotlatchDeltic equity converting into Rayonier consideration under the Agreement and Plan of Merger terms.

What role does Michele Tyler hold at PotlatchDeltic (PCH)?

Michele Tyler is an officer of PotlatchDeltic serving as VP, General Counsel and Corporate Secretary. Her Form 4 filing reflects equity award and share conversions resulting from PotlatchDeltic’s merger into a Rayonier subsidiary, not open-market buying or selling activity.